logixcentral: commercial vehicle scheduling route planning software online: web-based software as a service

Sign up for a free trial of logixcentral

We are pleased to offer you a 30-day free trial of logixcentral. You can access all features, upload your data and experience all the features of the software and see how much time and money it could save your business.

To begin the free trial please enter your details below and make sure you have read the Privacy Policy ( www.logixcentral.com/privacy.php ) and terms and conditions.

Important information: Once your free trial has ended you will begin to be charged on a monthly basis for your use of logixcentral. If you would like to cancel your account after 30 days then please inform us by day 28 of the trial period.

SaaS Agreement Online 
 
Terms and conditions for the use of this site  
 
Please read these terms and conditions carefully, they contain important 
information about your rights and obligations. You can print out these terms 
and conditions by clicking on the print icon on your browser. By using this site 
and/or ordering the use of it from us you consent to these Terms and our 
Privacy Policy.  
 
Introduction  
 
Please read these terms and conditions carefully before using the website 
operated by us as set out below. In particular, we draw your attention to 
clause 6 (Liability). By accessing or using logixcentral and by clicking to 
indicate you have read and agreed these terms when ordering, you agree to 
be legally bound by these terms and conditions as they may be modified and 
posted on our website from time to time.  
 
Without prejudice to the above, by using or accessing our website, you agree 
to be legally bound by these terms and conditions of use as they apply to your 
use of or access to our website.  
 
If you do not wish to be bound by these terms and conditions then to keep our  
insurance costs (and thus costs to you to a minimum) you may not use our 
website.  
 
Parties  
 
(1) Distribution Planning Software Ltd a company incorporated in England, 
company registration number 02064379 and having its registered office at 
Lygon Court, Hereward Rise, Halesowen, West Midlands, B62 8AN England 
("the Provider")  
and  
(2) You ('the Customer')  
 
Introduction  
 
(A)  The Provider delivers and manages computer applications and 
technology services from data centres to multiple users via the Internet  
(B)  These services are designed to be appropriate for and used only by small 
to medium logistics businesses  
(C)  The Provider has agreed to provide the Services to the Customer in 
accordance with the terms and subject to the conditions set out below.  
 
 
Terms of Agreement  
 
In consideration of payment of the Fees to the Provider under this Agreement, 
IT IS AGREED THAT:  
 
1. Definitions  
In this Agreement, the following words shall have the following meanings:  
 
'Confidential Information'  
any and all information in whatsoever form relating to the Provider or the 
Customer, or the business, prospective business, technical processes, 
computer software (both source code and object code), Intellectual Property 
Rights or finances of provider or the Customer (as the case may be), or 
compilations of two or more items of such information, whether or not each 
individual item is in itself confidential, which comes into a party's Provider's 
possession by virtue of its entry into this Agreement or provision of the 
Services, and which the party regards, or could reasonably be expected to 
regard, as confidential and any and all information which has been or may be 
derived or obtained from any such information;  
 
'Fees'  
fees as set out in Schedule Two ;  
 
'Intellectual Property Rights'  
all copyrights, patents, utility models, trade marks, service marks, registered 
designs, moral rights, design rights (whether registered or unregistered), 
technical information, know-how, database rights, semiconductor topography 
rights, business names and logos, computer data, generic rights, proprietary 
information rights and all other similar proprietary rights (and all applications 
and rights to apply for registration or protection of any of the foregoing) as 
may exist anywhere in the world;  
 
'Operating Rules'  
any Provider rules or protocols, in whatever form recorded, that affect the 
Customer's access to or use of the Services, and made available by the 
Provider from time to time to the Customer;  
 
'Services'  
 
the software applications services of the Provider, as specified in Schedule 1 
and made available to the Customer (together with any Operating Rules) and 
including any computer software programs and, if appropriate, Updates 
thereto;  
 
 
'Term'  
 
the period of twelve (12) months from first being allowed to access the 
Services and then a further 12 months unless terminated after the first 12 
months in accordance with this Agreement; and  
 
'Updates'  
 
means any new or updated applications services or tools (including any 
computer software programs) made available by the Provider as part of the 
Services.  
 
2. Services  
2.1 The Customer engages the Provider and the Provider agrees to provide 
the Services in accordance with the terms of this Agreement.  
 
2.2 The Provider agrees to provide the Services until completion of the Term 
or sooner termination in accordance with the terms of this Agreement.  
 
2.3 The provision of the Services may be extended or resumed from time to 
time by agreement of the parties in writing, whereupon the terms and 
conditions of this Agreement shall continue to apply subject to satisfactory re-
negotiation of the terms of the Schedules or equivalent documents replacing 
them.  
 
2.4 The Provider warrants that by performing the Services it will not knowingly 
infringe the rights of any third party (including but not limited to Intellectual 
Property Rights) in any jurisdiction or be in breach of any obligations it may 
have to a third party. The Provider further warrants that it is not prohibited 
from providing the Services by any statutory or other rules or regulations in 
any relevant jurisdiction.  
 
3. Licences  
3.1 Subject to the Customer's payment of the Fees, the Customer is granted a 
nonexclusive and non-transferable licence to use the Services (including any 
associated software, Intellectual Property Rights and Confidential Information) 
during the Term. Such licence shall permit the Customer to make such copies 
of software or other information as are required for the Customer to receive 
the Services.  
 
 
3.2 All Intellectual Property Rights and title to the Services (save to the extent 
incorporating any Customer or third party owned item) shall remain with the 
Provider and/or its licensors and no interest or ownership therein is conveyed 
to the Customer under this Agreement. No right to modify, adapt, or translate 
the Services or create derivative works there from is granted to the Customer. 
Nothing in this Agreement shall be construed to mean, by inference or 
otherwise, that the Customer has any right to obtain source code for the 
software comprised within the Services.  
 
3.3 Disassembly, decompilation or reverse engineering and other source code 
derivation of the software comprised within the Services is prohibited. To the 
extent that the Customer is granted the right by law to decompile such 
software in order to obtain information necessary to render the Services 
interoperable with other software (and upon written request by the Customer 
identifying relevant details of the Services(s) with which interoperability is 
sought and the nature of the information needed), the Provider will provide 
access to relevant source code or information. The Provider has the right to  
impose reasonable conditions including but not limited to the imposition of a 
reasonable fee for providing such access and information.  
 
3.4 Unless otherwise specified in this Agreement, the Services are provided 
and may be used solely by the Customer. The Customer may not (i) lease, 
loan, resell or otherwise distribute the Services save as permitted in writing by 
the Provider; (ii) use the Services to provide ancillary services related to the 
Services; or (iii) except as permitted in this Agreement, permit access to or 
use of the Services by or on behalf of any third party.  
 
3.5 The Customer warrants and represents that it shall maintain reasonable 
security measures (as may change over time) covering, without limitation, 
confidentiality, authenticity and integrity to ensure that the access to the 
Services granted under this Agreement is limited as set out under this 
Agreement.  
 
4. Payments and Ordering  
4.1 In consideration of the provision of the Services by the Provider, the 
Customer shall pay to the Provider the Fees as set out under the link Prices.  
 
4.2 The Provider shall render invoices to the Customer in respect of the Fees 
and such disbursements as shall have been reasonably incurred by the 
Provider in connection with the provision of the Services on a monthly basis or 
at such other times or periodical basis as agreed between the parties from 
time to time.  
 
4.3 Payment by the Customer shall be without prejudice to any claims or 
rights which the Customer may have against the Provider and shall not 
constitute any admission by the Customer as to the performance by the 
Provider of its obligations under the Agreement.  
 
4.4 All invoices by the Provider to the Customer shall be rendered in pounds 
Sterling and shall be payable in full by the customer (so that the amount billed 
is actually received net by the Provider) together with any Value Added Tax (if 
applicable) within thirty (30) business days of receipt of a properly rendered 
invoice but in any event initially before the Service commences. Where 
payment for the provision of the Services is late, the Provider reserves the 
right to suspend the provision of the Services by giving notice to the Customer 
and shall be entitled to charge interest on all overdue Fees and  
disbursements (including disputed amounts that are withheld) at a rate of 5 
per cent above the annual base rate of HSBC plc.  
 
4.5 For the purposes of this Agreement, 'Business Day' shall mean any day 
(other than Saturday or Sunday) which the cleaning banks are open for 
normal banking business in the city of London.  
 
5. Warranties  
5.1 The Provider warrants that it has the right to license the Services and that 
the Services will operate to provide the facilities and functions implemented by 
the Provider. The foregoing warranties shall not (i) cover deficiencies or 
damages relating to any third party components not furnished by the Provider; 
or (ii) any third party provided connectivity necessary for the provision or use 
of the Services. In the event of a breach of the warranties under this clause 5, 
the Provider shall have no liability or obligations to the Customer other than to 
reimburse the Fees for the Services.  
 
5.3 Except as expressly stated in this Agreement, all warranties and 
conditions, whether express or implied by statute, common law or otherwise 
(including but not limited to satisfactory quality and fitness for purpose), are 
hereby excluded to the fullest extent permitted by law. No warranty is made 
regarding the results of usage of the Services or that the functionality of the 
Services will meet the requirements of the Customer or that the Services will 
operate uninterrupted or error free. This clause shall survive the  
termination of this Agreement.  
 
6. Limitation of Liability  
6.1 The Provider does not exclude or limit its liability to the Customer for 
fraud, death or personal injury caused by any negligent act or omission or 
wilful misconduct of the Provider in connection with the provision of the 
Services.  
 
6.2 In no event shall the Provider be liable to the Customer whether arising 
under this Agreement or in tort (including negligence or breach of statutory 
duty), misrepresentation or however arising, for any Consequential Loss. 
'Consequential Loss' shall for the purposes of this clause mean (i) pure 
economic loss; (ii) losses incurred by any client of the Customer or other third 
party; (iii) loss of profits (whether categorised as direct or indirect); (iv) losses 
arising from business interruption; (v) loss of business revenue, goodwill or 
anticipated savings; (vi) losses whether or not occurring in the normal course 
of business, wasted management or staff time and; (vii) loss or corruption of 
data.  
 
6.3 Subject to clauses 6.1 and 6.2, the total liability of the Provider (whether in 
contract, tort or otherwise) under or in connection with this Agreement or 
based on any claim for indemnity or contribution shall not exceed one 
hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or 
similar taxes) paid or payable by the Customer to the Provider during the 
preceding twelve (12) month period or, if the duration of the Agreement has 
been less than twelve (12) months, such shorter period, as applicable.  
 
6.4 In no event shall the Customer raise any claim under this Agreement more 
than [two (2) years after (i) the discovery of the circumstances giving rise to 
such claim; or (ii) the effective date of the termination of this Agreement. This 
clause shall survive the termination of this Agreement.  
 
6.5 The Customer hereby acknowledges and agrees that in entering into this 
Agreement, the Customer had recourse to its own skill and judgement and 
has not relied on any representations made by the Provider, any employees 
or agents of the Provider.  
 
7. Intellectual Property Indemnification  
7.1 The Provider, at its own expense, shall (i) defend, or at its option, settle 
any claim or suit brought against the Customer by a third party on the basis of 
infringement of any Intellectual Property Rights by the Services (excluding any 
claim or suit deriving from any Customer provided item); and (ii) pay any final 
judgement entered against the Customer on such issue or any settlement 
thereof, provided that: (i) the Customer notifies the Provider promptly of each 
such claim or suit; (ii) the Provider is given sole control of the defence and/or 
settlement; and the (iii) Customer fully co-operates and provides all 
reasonable assistance to the Provider in the defence or settlement.  
 
7.2 If all or any part of the Services becomes, or in the opinion of the Provider 
may become, the subject of a claim or suit of infringement, the Provider at its 
own expense and sole discretion may:  
(i) procure for the Customer the right to continue to use the Services or the 
affected part thereof; or  
(ii) replace the Services or affected part with other suitable non-infringing 
service(s); or  
(iii) modify the Services or affected part to make the same non-infringing.  
	 
7.3 The Provider shall have no obligations under this clause 7 to the extent 
that a claim is based on:  
(i) the combination, operation or use of the Services with other services or 
software not provided by the Provider, if such infringement would have been 
avoided in the absence of such combination, operation or use; or  
(ii) use of the Services in any manner inconsistent with this Agreement; or  
(iii) the negligence or wilful misconduct of the Customer.  
 
7.4 The Customer shall indemnify and hold the Providers and its suppliers or 
agents harmless from and against any cost, losses, liabilities and expenses, 
including reasonable legal costs arising from any claim relating to or resulting 
directly or indirectly from 
(i) any claimed infringement or violation by the Customer of any Intellectual  
Property Rights with respect to the Customer's use of the Services outside the 
scope of this Agreement;  
(ii) any access to or use of the Services by a third party, and  
(iii) use by the Provider of any Customer provided item.  
 
8. Indemnity  
8.1 Subject to clause 7 each party ('the first party') indemnifies and 
undertakes to keep indemnified the other party, its officers, servants and 
agents ('the second party') against any costs or expenses (including the cost 
of any settlement) arising out of any claim, action, proceeding or demand that 
may be brought, made or prosecuted against the second party by any person 
arising out of or as a consequence of an unlawful or negligent act or omission 
of the first party, its officers, servants or agents in any way connected with this 
Agreement whether arising from any failure by the first party to comply with 
the terms of this Agreement or otherwise.  
 
8.2 The indemnity contained in clause 8.1 above extends to and includes all 
costs, damages and expenses (including legal fees and expenses) 
reasonably incurred by the second party in defending any such action, 
proceeding claim or demands.  
 
9. Termination  
9.1 The Provider may immediately terminate this Agreement or the provision 
of any Services provided pursuant to this Agreement if the Customer has 
used or permitted the use of the Services otherwise than in accordance with 
this Agreement.  
 
9.2 The Customer shall be entitled to terminate this Agreement at any time 
without notice if the Provider is prohibited, under the laws of England or 
otherwise, from providing the Services.  
 
9.3  
Either party shall be entitled to terminate this Agreement at any time without 
notice if:  
(i) the other party ceases or threatens to cease to carry on business; or  
(ii) the other party is unable to pay its debts or enters into compulsory or 
voluntary liquidation (other than for the purpose of effecting a reconstruction 
or amalgamation in such manner that the company resulting from such  
reconstruction or amalgamation shall be bound by and assume the Provider's  
obligations hereunder);  
(iii) the other party compounds with or convenes a meeting of its creditors or 
has a receiver, manager or similar official appointed in respect of its assets; or  
(iv) the other party has an administrator appointed or documents are filed with 
the court for the appointment of an administrator or notice is given of an 
intention to appoint an administrator by such party or its directors or by a 
qualifying floating charge holder (as defined in the Insolvency Act 1986, 
paragraph 14 schedule B1); or  
(v) any similar event occurs under the law of any other jurisdiction in respect 
of that party.  
 
9.4 Either party shall be entitled to terminate this Agreement on written notice 
to the other party if the other party commits a material breach of any term of 
this Agreement which, in the case of a breach capable of remedy, shall not 
have been remedied within five (5) business days of receipt by the other party 
of a notice from the non-defaulting party specifying the breach and requiring it 
to be remedied.  
 
9.5 Either party shall be entitled to terminate this Agreement on 3 months 
written notice to the other given after the end of the initial 12 month term.  
 
9.6 On request, and in any event on termination of this Agreement for 
whatever reason, each party shall deliver up all Confidential Information and 
(to the extent not so comprised therein) all correspondence, documents and 
other property belonging or relating to the other party, and neither party shall, 
without the prior written consent of the other, make or retain copies of any 
such documents.  
 
9.7 Termination of this Agreement for whatever reason shall not affect the 
accrued rights of the parties arising in any way out of this Agreement as at the 
date of termination and, in particular but without limitation, the right to recover 
damages against the other. Clauses 4, 7, 8, 9, 10, 11 and 12 shall, for the 
avoidance of doubt, survive the expiration or sooner termination of this 
Agreement and shall remain in force and effect.  
 
10. Confidential Information  
10.1 Each party may use the Confidential Information of a disclosing party 
only for the purposes of this Agreement and must keep confidential all 
Confidential Information of each disclosing party except to the extent (if any) 
the recipient of any Confidential Information is required by law to disclose the 
Confidential Information.

10.2 Either party may disclose the Confidential Information of the other party 
to those of its employees and agents who have a need to know the 
Confidential Information for the purposes of this Agreement but only if the 
employee or agent executes a confidentiality undertaking in a form approved 
by the other party.  
 
10.3 Both parties agree to return all documents and other materials containing 
Confidential Information immediately upon completion of the Services.  
 
10.4 The obligations of confidentiality under this Agreement do not extend to 
information that:  
(i) was rightfully in the possession of the receiving party before the 
negotiations leading to this Agreement;  
(ii) is, or after the day this Agreement is signed, becomes public knowledge  
(otherwise than as a result of a breach of this Agreement); or  
(iii) is required by law to be disclosed.  
 
11. Data Protection  
Each party undertakes to comply with its obligations under the Data 
Protection Act 1998.  
 
12. Third parties  
Nothing contained in this Agreement or in any instrument or document 
executed by any party in connection with the provision of the Services is 
intended to be enforceable pursuant to the Contracts (Rights of Third Parties) 
Act 1999.  
 
13. Force Majeure  
13.1 Except with respect to obligations to pay the Fees or other charges, 
'Force Majeure' means anything outside the reasonable control of a party, 
including but not limited to, acts of God, fire, storm, flood, earthquake, 
explosion, accident, acts of the public enemy, war, rebellion, insurrection, 
sabotage, epidemic, quarantine restriction, labour dispute, labour shortage, 
power shortage, [including without limitation where Provider ceases to be 
entitled to access the Internet for whatever reason, server crashes, deletion, 
corruption, loss or removal of data], transportation embargo, failure or delay in  
transportation, any act or omission (including laws, regulations, disapprovals 
or failures to approve) of any government or government agency.  
 
13.2 If a party is wholly or partially precluded from complying with its 
obligations under this Agreement by Force Majeure, then that party's 
obligation to perform in accordance with this Agreement will be suspended for 
the duration of the Force Majeure.  
 
13.3 As soon as practicable after an event of Force Majeure arises, the party 
affected by Force Majeure must notify the other party of the extent to which 
the notifying party is unable to perform its obligations under this Agreement.  
 
	 
14. Dispute Resolution Procedure  
14.1 In the event of any disputes, controversy or claim arising out of or in 
relation to this Agreement and subsequent amendments of this Agreement, 
the Provider and the Customer will:  
14.1.1 discuss the same through their MDs or other such officers 
informally and without prejudice to any later matters  
14.1.2 if not resolved, one will send to the other a written note of the I
 issue and the other will reply to that within 14 days  
14.1.3 the respective MDs or other such officers shall then meet to 
discuss the issues arising and will seek a compromise  
14.1.4 if thereafter still not resolved either party may elect to proceed to 
arbitration by a single arbitrator appointed by the Law Society of 
England. The place of arbitration shall be Birmingham, England. The 
language to be used in these proceedings shall be English. The 
dispute, controversy or claim shall be resolved in accordance with the  
laws of England. The parties will ensure that the resolution or 
disposition is fully and promptly carried out.  
 
15. Misc provisions  
15.1 In the event that any of these terms, conditions or provisions or those of 
any schedule or attachment hereto will be determined by any competent 
authority to be invalid, unlawful or unenforceable to any extent such term, 
condition or provision will to that extent be severed from the remaining terms, 
conditions and provisions which will continue to be valid to the fullest extent 
permitted by law.  
 
15.2 The parties hereby agree that this Agreement and the provisions hereof 
will be construed in accordance with the laws of England and Wales.  
 
Schedule 1  
 
Services -  
The service provided from time to time by the provision referred to as 
logixcentral and shown on the website www.logixcentral.com

Click here for a PDF version of the terms and conditions and privacy policy

If you do not have the free Adobe Reader software needed to read PDF documents, click the logo to download it from the Adobe website: